Unassociated Document


     

     

    
      AMENDATORY
AGREEMENT

       

      AMENDATORY
AGREEMENT (this “Amendatory
Agreement”) is dated as of July 3, 2008 and made
between:

       

      
        	
                (1)  

              	
                EAGLE
      BULK SHIPPING INC., a corporation incorporated in the Republic of
      the Marshall Islands, as Borrower (the “Borrower”);

              


      

       

      
        	
                (2)  

              	
                THE
      SUBSIDIARIES of the Borrower party hereto as Guarantors (the “Guarantors”);

              


      

       

      
        	
                (3)  

              	
                THE
      BANKS AND FINANCIAL INSTITUTIONS party hereto as Lenders (the
      “Lenders”);  and

              


      

       

      
        	
                (4)  

              	
                THE
      ROYAL BANK OF SCOTLAND plc as Mandated Lead Arranger, Bookrunner,
      Swap Bank, Agent and Security
Trustee.

              


      

       

      PRELIMINARY
STATEMENTS:

       

      
        	
                (A)

              	
                The
      Borrower, the Guarantors, the Lenders and The Royal Bank of Scotland plc
      acting in the several capacities as Mandated Lead Arranger, Bookrunner,
      Swap Bank, Agent and Security Trustee are parties to a Third Amended and
      Restated Credit Agreement dated as of October 19, 2007 (the “Credit
      Agreement”) providing for a secured reducing revolving credit
      facility in the original principal amount of $1,600,000,000 for the
      purposes described therein.

              


      

       

      
        	
                (B)

              	
                The
      Parties have agreed to amend certain provisions of the Credit Agreement,
      in each case as herein provided.

              


      

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, it is agreed as follows:

       

      
        	
                1.

              	
                DEFINITIONS

              


      

       

      Words and
expressions defined in the Credit Agreement shall have the same meaning when
used in this Amendatory Agreement unless the context otherwise
requires.

       

      
        	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

       

      Each
Obligor jointly and severally represents and warrants to each Finance Party
that:

       

      
        	
                (a)

              	
                All
      of the representations and warranties contained in Clause 18 of the Credit
      Agreement are true and correct on and as of the date hereof as if made on
      and as of the date hereof.

              


      

       

      
        	
                (b)

              	
                No
      Default has occurred and is continuing on the date
  hereof.

              


      

       

      
        	
                (c)

              	
                The
      obligations expressed to be assumed by it in this Amendatory Agreement
      are, and, upon execution and delivery of this Amendatory Agreement and
      each of the other documents contemplated hereby to which it is to be a
      party, the obligations expressed to be assumed by it
      herein and in such other documents will be, legal, valid, binding and
      enforceable obligations, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforceability of
      creditor’s rights generally.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (d)

              	
                It
      has the power to enter into, perform and deliver, and has taken all
      necessary action to authorize its entry into, performance and delivery of,
      this Amendatory Agreement and the transactions contemplated by this
      Amendatory Agreement.

              


      

       

      
        	
                3.

              	
                AMENDMENTS
      TO CREDIT AGREEMENT

              


      

       

      With
effect from the date (the “Amendment
Effectiveness Date”) on which each of the conditions precedent set forth
in Clause 4 of this Amendatory Agreement shall have been satisfied:

       

      
        	
                3.01

              	
                The
      definition of “Commitment” in Clause 1.1 of the Credit Agreement is
      amended to read in its entirety as
follows:

              


      

       

      
        	
                 
      

              	
                “Commitment”
      means:

              


      

       

      
        	 	
                (a)  

              	
                in
      relation to the Original Lender, $1,600,000,000;
  and

              


      

       

      
        	 	
                (b)  

              	
                in
      relation to any other Lender, the amount of any Commitment transferred to
      it under this Agreement,

              


      

       

      
        	 	in
      each case, to the extent (i) modified to reflect its revised Commitment as
      a result of any Incremental Commitment pursuant to Clause 2.3, and (ii)
      not cancelled, reduced or transferred by it under this
  Agreement.


      

       

       

      
        	
                3.02

              	
                The
      definition of “Margin” in Clause 1.1 of the Credit Agreement is amended to
      read in its entirety as follows:

              


      

       

      
        	
                 
      

              	
                “Margin”  means
      in relation to each Accounting Period (or relevant portion
      thereof):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      the period commencing on the Amendment Effective Date until the second
      anniversary of the Amendment Effective Date, ninety-five hundredths of one
      percent (0.95%) per
annum;  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                After
      the second anniversary of the Amendment Effective
  Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      the Advance Ratio for such Accounting Period is less than thirty-five
      percent (35%), eighty hundredths of one percent (0.80%) per
      annum;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the Advance Ratio for such Accounting Period is equal to or greater than
      thirty-five percent (35%) but less than sixty percent (60%), ninety-five
      hundredths of one percent (0.95%) per annum;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      the Advance Ratio for such Accounting Period is equal to or greater than
      sixty percent (60%), one and five hundredths of one percent (1.05%) per
      annum.

              


      

       

      
        	
                3.03

              	
                The
      definition of “Memorandum of Agreement” in Clause 1.1 of the Credit
      Agreement is amended to read in its entirety as
  follows:

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Memorandum
of Agreement” means, in relation to an Additional Ship other than a
Newbuilding, a memorandum of agreement or other contract executed by, among
others, the registered and/or beneficial owner of such Ship, as seller, and the
Borrower and/or a Wholly-Owned Subsidiary of the Borrower, as buyer, providing
for the purchase or acquisition by the Borrower and/or such Subsidiary of the
registered and/or beneficial ownership of such Additional Ship, which contract
may include the purchase of more than one Additional Vessel en
bloc or the acquisition of beneficial ownership of one or more Additional
Ship(s).

       

      
        	
                3.04

              	
                Clause
      1.1 of the Credit Agreement is amended by inserting in the appropriate
      alphabetical order the following new
  definitions:

              


      

       

      “Amendment
Effectiveness Date” has the meaning specified in the Amendatory Agreement
dated as of July 3, 2008 among the Parties.

       

      “Incremental
Commitment” shall mean, in relation to any Lender, any commitment by such
Lender pursuant to Clause 2.3, as agreed to by such Lender in the respective
Incremental Commitment Agreement; it being understood, however, that on each
date upon which an Incremental Commitment becomes effective, such Incremental
Commitment of such Lender shall be added to (and thereafter become a part of)
the Commitment of such Lender for all purposes of this Agreement as contemplated
by Clause 2.3.

       

      “Incremental
Commitment Agreement” shall mean an agreement substantially in the form
of Exhibit L executed pursuant to Clause 2.3.

       

      “Incremental
Commitment Date” shall have the meaning provided in Clause
2.3(b).

       

      “Incremental
Commitment Reduction Amount” shall mean, with respect to the Incremental
Commitments made pursuant to any Incremental Commitment Agreement, an amount
equal to (i) 46.875% of the sum of such Incremental Commitments, divided by (ii)
the number of Scheduled Commitment Reduction Dates remaining as of the
Incremental Commitment Date for such Incremental Commitment
Agreement.

       

      “Incremental
Commitment Request Requirements” shall mean, with respect to any request
for an Incremental Commitment made pursuant to Clause 2.3, the satisfaction of
each of the following conditions on the date of such request: (i) no Default
then exists or would result therefrom, and (ii) all of the representations and
warranties contained herein and in the other Finance Documents are true and
correct in all material respects at such time (unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier
date).

       

      “Incremental
Commitment Requirements” shall mean, with respect to any provision of an
Incremental Commitment on any given Incremental Commitment Date, the
satisfaction of each of the following conditions on or prior to the effective
date of the respective Incremental Commitment Agreement:  (i) no
Default then exists or would result therefrom, (ii) all of the representations
and warranties contained 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      herein
and in the other Finance Documents are true and correct in all material respects
at such time (unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date), (iii) the delivery by the Borrower to the
Agent of a certificate executed by an officer of the Borrower and certifying as
to compliance with preceding clauses (i) and (ii), (iv) the delivery by the
Borrower to the Agent of opinions, in form and substance reasonably satisfactory
to the Agent, from counsel to the Borrower and dated such date, covering such of
the matters set forth in the opinions of counsel delivered to the Lender on or
prior to the Effective Date pursuant to Clause 4.1 as may be reasonably
requested by the Agent, and such other matters incident to the transactions
contemplated thereby as the Agent may reasonably request, (v) the delivery by
the Borrower to the Agent of such other officers’ certificates and evidence of
good standing as the Agent shall reasonably request, and (vi) the completion by
the Borrower of such other actions as the Agent may reasonably request in
connection with such Incremental Commitment.

       

      “Initial
Total Commitments” means the aggregate of Commitments excluding any
Incremental Commitments that become effective pursuant to Clause
2.3(b).

       

      
        	
                3.05

              	
                Section
      2 of the Credit Agreement is amended by inserting the following new Clause
      2.3:

              


      

       

      
        	
                 
      

              	
                2.3

              	
                Incremental
      Commitments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                So
      long as the Incremental Commitment Request Requirements are satisfied at
      the time of the delivery of the request, the Borrower may, with the
      consent of, and in coordination with, the Agent, request at any time and
      from time to time after the Amendment Effective Date and prior to the date
      the Total Commitments have been terminated, that the Lenders provide
      Incremental Commitments and, subject to the applicable terms and
      conditions contained in this Agreement, make Loans pursuant thereto; it
      being understood and agreed, however,
that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                no
      Lender shall be obligated to provide an Incremental Commitment as a result
      of any such request by the Borrower, and until such time, if any, as such
      Lender has agreed in its sole discretion (such discretion to be exercised
      reasonably) to provide an Incremental Commitment and executed and
      delivered to the Agent an Incremental Commitment Agreement in respect
      thereof as provided in Clause 2.3(b), such Lender shall not be obligated
      to fund its participation in any Loan in excess of its Commitment as in
      effect prior to giving effect to such Incremental Commitment provided
      pursuant to Clause 2.3(b) below;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                no
      Lender may provide an Incremental Commitment without the consent of all
      other Lenders;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                each
      provision of an Incremental Commitment on a given date pursuant to Clause
      2.3(b) below shall be in a minimum aggregate amount (for all Lenders) of
      at least $25,000,000 and in integral multiples of $25,000,000 in excess
      thereof;

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (iv)

              	
                the
      aggregate amount of all Incremental Commitments provided pursuant to
      Clause 2.3(b) below, shall not exceed
      $200,000,000;  and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                all
      Loans made pursuant to Incremental Commitments (and all interest, fees and
      other amounts payable thereon) shall be obligations under this Agreement
      and the other applicable Finance
Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                At
      the time of the provision of an Incremental Commitment pursuant to this
      Clause 2.3, the Borrower, the Guarantors, the Lenders and the Agent shall
      execute and deliver to the Agent an Incremental Commitment Agreement, with
      the effectiveness of such Incremental Commitment to occur on the date (the
      “Incremental
      Commitment Date”) set forth in such Incremental Commitment
      Agreement, which date in any event shall be no earlier than the date on
      which (w) all fees required to be paid in connection therewith at the time
      of such effectiveness shall have been paid (including, without limitation,
      any agreed upon up-front or arrangement fees owing to the Agent or any
      Affiliate thereof), (x) all Incremental Commitment Requirements are
      satisfied, (y) all other conditions set forth in this Clause 2.3(b) shall
      have been satisfied, and (z) all other conditions precedent that may be
      set forth in such Incremental Commitment Agreement shall have been
      satisfied.  The Agent shall promptly notify each Lender as to
      the effectiveness of each Incremental Commitment Agreement, and at such
      time, (i) the Commitments under, and for all purposes of, this Agreement
      shall be increased by the aggregate amount of such Incremental
      Commitments, and (ii) to the extent requested by any Lender, Notes will be
      issued, at the Borrower’s expense, to such
  Lender.

              


      

       

      
        	
                3.06

              	
                Clause
      3.2(a) of the Credit Agreement is amended to read in its entirety as
      follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Where
      the Borrower wishes to borrow a Loan to finance the purchase price of a
      ship by a Guarantor, the Borrower shall notify the Agent (i) the name of
      such ship, (ii) the general description and deadweight tonnage (which
      shall be not less than 25,000 deadweight tons unless such ship is to be
      purchased en
      bloc with another ship of 25,000 deadweight tons or more acceptable
      to the Majority Lenders), (iii) the age of such ship (which shall not be
      greater than twenty years at the time of delivery to such
      Guarantor;  provided that at the time such ship is accepted by
      the Majority Lenders under this Clause 3.2, no more than ten percent of
      the Security Value of all Ships including such ship shall be attributable
      to Ships in excess of ten years of age), (iv) the identity of the current
      owner, (v) the identity of the Guarantor, (vi) the purchase price of such
      ship paid or to be paid by such Guarantor, and (vii) such further
      information as the Agent may
require.

              


      

       

       

      
        	3.07 	Clause 5.5(b)
      of the Credit Agreement is amended to read in its entirety as
      follows:


      

                

      
        	
                 
      

              	
                (b)

              	
                Each
      Note shall (i) be executed by the Borrower, (ii) be payable to
      the order of such Lender and be dated the Effective Date (or, in the case
      of Notes issued after the Effective Date, be dated the date of issuance
      thereof), (iii) be in a stated principal amount (together with the
      principal amount of any other 

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	Note
      held by such Lender) equal to the Commitment of such Lender on the date of
      issuance thereof, (iv) mature on the Termination Date, (v) bear
      interest as provided in Clause 8 (Costs
      of Utilization), (vi) be subject to voluntary prepayment and
      mandatory repayment as provided in Section 4 (Reduction,
      Repayment, Prepayment and Cancellation) and (vii) be entitled
      to the benefits of this Agreement and the other Finance
    Documents.


      

       

       

      
        	3.08	Section 6.1 of the
      Credit Agreement is amended to read in its entirety as
  follows:


      

                 

      The Total
Commitments (i) shall be reduced and cancelled on each Scheduled Commitment
Reduction Date (a) by an amount of $75,000,000 in respect of the Initial Total
Commitments, plus, (b) if any Incremental Commitments shall have been made
pursuant to an Incremental Commitment Agreement prior to such Scheduled
Commitment Reduction Date, an amount equal to the Incremental Commitment
Reduction Amount in respect of such Incremental Commitments, and (ii) shall be
reduced to zero and cancelled on the Termination Date.

       

      
         

        
          	3.09	
                  Clause 11.1(a) of
      the Credit Agreement is amended to read in its entirety as
      follows:

                


        

         

      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall pay to the Agent (for the account of each Lender) a fee
      computed at the rate of three tenths of one percent (0.30%) per annum on
      that Lender’s Available Commitment for the Availability
      Period.

              


      

       

      
        	
                3.10

              	
                Clause
      5(e)(i) of Part II of Schedule 2 of the Credit Agreement is amended to
      read in its entirety as follows:

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                has
      been unconditionally delivered by the relevant seller or shipyard to the
      Additional Guarantor (or if the relevant Memorandum of Agreement provides
      for the acquisition of beneficial ownership of such Additional Ship, such
      beneficial ownership has been conveyed to the Borrower or a Subsidiary of
      the Borrower) in accordance with all the terms of the relevant Memorandum
      of Agreement or Shipbuilding Contract, as the case may be, warranted free
      and clear of all liens, and the relevant seller or shipyard has been paid
      in full under the terms of the relevant Memorandum of Agreement or
      Shipbuilding Contract, as the case may
be;

              


      

       

      
        	
                3.11

              	
                Exhibit
      H (Form of Mortgage) to the Credit Agreement is hereby replaced by the
      form of Exhibit H attached hereto.

              


      

       

      
        	
                3.12

              	
                Each
      reference in the Credit Agreement to “this Agreement”, “hereunder”,
      “hereof”, “herein” or words of like import, and each reference to the
      “Credit Agreement” in any of the other Finance Documents, shall mean and
      refer to the Credit Agreement as amended
hereby.

              


      

       

      
        	
                4.

              	
                CONDITIONS
      PRECEDENT

              


      

       

      The
conditions precedent referred to in Clause 3 of this Amendatory Agreement are
that the Agent shall have received each of the following in form and substance
satisfactory to the Lender on or before July 10, 2008:

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (a)

              	
                A
      copy of a resolution of the board of directors or sole member, as
      appropriate, of each Obligor:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                approving
      the terms of, and the transactions contemplated by, this Amendatory
      Agreement and resolving that it execute this Amendatory Agreement and any
      other documents contemplated hereby to which it is or is to be a
      party;  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                authorizing
      a specified person or persons to execute this Amendatory Agreement and any
      other documents contemplated hereby to which it is or is to be a party;
      and

              


      

       

      
        	
                (b)

              	
                A
      certificate of an officer of the Borrower, dated as of a current date (the
      statements made in such certificate shall be true on and as of such date),
      certifying as to (i) the absence of any amendments to the articles of
      incorporation and by-laws, or certificate of formation and limited
      liability company agreement of each Obligor previously certified to the
      Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the
      due incorporation or formation, as the case may be, and good standing of
      each Obligor, as a corporation or limited liability company formed under
      the laws of the Republic of The Marshall Islands and the absence of any
      proceeding for the dissolution or liquidation of such Obligor, (iii) that
      the representations and warranties of each Obligor contained in this
      Amendatory Agreement are true and correct, and (iv) the absence of any
      Default.

              


      

       

      
        	
                (c)

              	
                an
      amendment to the Mortgage relating to each Ship subject to a Mortgage as
      of the date of this Amendatory Agreement, duly executed by the relevant
      Guarantor to secure the Incremental Commitments contemplated
      hereby;

              


      

       

      
        	
                (d)

              	
                a
      Certificate of Ownership and Encumbrance issued by the Maritime
      Administrator for the Marshall Islands (or other relevant authority)
      stating that each of the Ships referred to in the preceding subclause (c)
      is owned by the relevant Guarantor and that there is on record no Security
      (as such term is defined in the Credit Agreement) on such Ship except the
      relevant Mortgage as amended in accordance
  herewith;

              


      

       

      
        	
                (e)

              	
                a
      favorable opinion of Messrs. Seward & Kissel LLP, counsel for the
      Obligors, in respect of this Amendatory Agreement, the Mortgage amendments
      referred to in the preceding subclause (c), and as to such other matters
      as the Agent may reasonably
  require;  and

              


      

       

      
        	
                (f)

              	
                payment
      to the Agent (for the account of the Lenders) of an amendment fee of
      $1,600,000 (being one tenth of one percent (0.10%) of the Total
      Commitments as of the date hereof).

              


      

       

      
        	
                5.

              	
                COSTS
      AND EXPENSES

              


      

       

      The
Borrower agrees that the provisions of Clause 16 (Costs
and Expenses) of the Credit Agreement shall apply to this Amendatory
Agreement.

       

      
        	
                6.

              	
                COUNTERPARTS

              


      

       

      This
Amendatory Agreement may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Amendatory Agreement.

       

      
        	7. 	GOVERNING
      LAW


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

                

       

      THIS
AMENDATORY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES).

       

      This
Agreement has been entered into as of the date stated at the beginning of this
Amendatory Agreement.

       

      SIGNATORIES

       

      
        


         

        
          	 
      	
                  BORROWER:

                   

                  EAGLE
      BULK SHIPPING INC.

                   

                   

                   

                   

                   

                
	 
      	
                  By:

                	/s/
      Alan Ginsberg	
                   

                


        

        
          	 
      	 
      	
                  Alan
      Ginsberg

                
	 
      	 
      	
                  Chief
      Financial Officer

                


        

         

         

        
 

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
 

        
          	 
      	
                  GUARANTORS:

                   

                  CARDINAL
      SHIPPING LLC

                  CONDOR
      SHIPPING LLC

                  CRESTED
      EAGLE SHIPPING LLC

                  CROWNED
      EAGLE SHIPPING LLC

                  FALCON
      SHIPPING LLC

                  GOLDEN
      EAGLE SHIPPING LLC

                  GRIFFON
      SHIPPING LLC

                  HARRIER
      SHIPPING LLC

                  HAWK
      SHIPPING LLC

                  HERON
      SHIPPING LLC

                  IMPERIAL
      EAGLE SHIPPING LLC

                  JAEGER
      SHIPPING LLC

                  KESTREL
      SHIPPING LLC

                  KITE
      SHIPPING LLC

                  KITTIWAKE
      SHIPPING LLC

                  MERLIN
      SHIPPING LLC

                  OSPREY
      SHIPPING LLC

                  PEREGRINE
      SHIPPING LLC

                  SHRIKE
      SHIPPING LLC

                  SKUA
      SHIPPING LLC

                  SPARROW
      SHIPPING LLC

                  STELLAR
      EAGLE SHIPPING LLC

                  TERN
      SHIPPING LLC

                  PETREL
      SHIPPING LLC

                  PUFFIN
      SHIPPING LLC

                  RAPTOR
      SHIPPING LLC

                  ROADRUNNER
      SHIPPING LLC

                  SAKER
      SHIPPING LLC

                  SANDPIPER
      SHIPPING LLC

                  SNIPE
      SHIPPING LLC

                  SWIFT
      SHIPPING LLC

                  GOLDENEYE
      SHIPPING LLC

                  GOSHAWK
      SHIPPING LLC

                  FULMAR
      SHIPPING LLC

                  WREN
      SHIPPING LLC

                  By:  Eagle
      Bulk Shipping Inc.,

                         
      as sole member

                   

                
	 
      	
                  By:

                	
                  /s/
      Alan Ginsberg

                	
                   

                


        

        
          	 
      	 
      	
                  Alan
      Ginsberg

                
	 
      	 
      	
                  Chief
      Financial Officer

                


        

         

        
 

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        
          	 	 
	 
      	
                  GUARANTORS:

                   

                  AGALI
      SHIPPING S.A.

                  AVLONA
      SHIPPING S.A.

                  DELFINI
      SHIPPING S.A.

                  DROSATO
      SHIPPING S.A.

                  FOUNTANA
      SHIPPING S.A.

                  KAMPIA
      SHIPPING S.A.

                  KOFINA
      SHIPPING S.A.

                  MARMARO
      SHIPPING S.A.

                  MESTA
      SHIPPING S.A.

                  MYLOS
      SHIPPING S.A.

                  NAGOS
      SHIPPING S.A.

                  NENITA
      SHIPPING S.A.

                  OLYMPI
      SHIPPING S.A.

                  PELINEO
      SHIPPING S.A.

                  PYRGI
      SHIPPING S.A.

                  RAHI
      SHIPPING S.A.

                  SIRIKARI
      SHIPPING S.A.

                  SPILIA
      SHIPPING S.A.

                   

                   

                   

                   

                
	 
      	
                  By:

                	
                  /s/
      Alan Ginsberg

                	
                  
                     

                  

                


        

        
          	 
      	 
      	
                  Alan
      Ginsberg

                
	 
      	 
      	
                  Chief
      Financial Officer

                
	 
      	 
      
	 
      	 
      
	 
      	 
      


        

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        
 

        
          	 
      	
                  LENDERS:

                   

                  THE
      ROYAL BANK OF SCOTLAND PLC

                   

                   

                
	 
      	
                  By:

                	/s/
      Colin Manchester	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	
                   

                  WEST
      LB AG, LONDON BRANCH

                   

                   

                
	 
      	
                  By:

                	/s/
      Simon Baker	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 	 
	 	 
	 	By:
      	/s/
      Dimitris Gennadios	 
	 	Name:
	 	Title:
	 	 
	 
      	
                   

                  BANK
      OF CHINA LIMITED, LONDON BRANCH

                   

                   

                
	 
      	
                  By:

                	/s/
      Chang-Fei Li	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	
                   

                  LLOYDS
      TSB BANK PLC

                   

                   

                
	 
      	
                  By:

                	/s/
      David Sumner	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	
                   

                  ALLIANCE
      & LEICESTER COMMERCIAL FINANCE PLC

                   

                   

                
	 
      	
                  By:

                	/s/
      Mark McCarthy	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 	 
	 	 
	 	By:	/s/
      Ian Lawrence	 
	 	Name:
	 	Title:


        

        


        


        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        


        


        


        
          	 
      	
                   

                  CRÉDIT
      INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

                   

                   

                
	 
      	
                  By:

                	/s/
      Adrienn Molloy	 
      
	 
      	
                  Name:
      

                
	 
      	
                  Title:

                
	 
      	 
      
	 	 
	 	By:	/s/
      Alex Aupoix	 
	 	Name:
	 	Title:
	 
      	
                   

                  SUMITOMO
      MITSUI BANKING CORPORATION

                   

                   

                
	 
      	
                  By:

                	/s/
      Konstantinos Karabalis	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	 
      


        

         

         

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        
 

        
          	 
      	
                  ARRANGER,
      BOOKRUNNER, SWAP BANK, AGENT AND SECURITY TRUSTEE:

                   

                  THE
      ROYAL BANK OF SCOTLAND PLC

                   

                   

                
	 
      	
                  By:

                	/s/
      Colin Manchester	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	 
      


        

        


         

         

        13